XAmplifier Terms and Conditions

·  The Term for a program is as stipulated in the specific Agreement. If neither party provides written cancellation 30 days prior to the end of the Agreement Term, the Agreement will automatically renew for 12 months.

·  XAmplifier’s price will not exceed the amount set forth without Client’s prior approval.

·  PROGRAM KICKOFF: The initiating payment for all services is due in advance of work. XAmplifier will charge for initiating payment(s) the day it receives the executed Agreement. Start date of the program(s) will be mutually-agreed upon during the Kickoff telecon, with mutual confirmation via subsequent email.

·  Initiating payment includes any one-time setup fee, plus the first month’s software interface and additional module fees, if applicable.

·  All subsequent software interface and/or additional module fees, if applicable, will be invoiced at the start of each calendar month.

·  In any event of delinquent payment status, XAmplifier software suspends activity and log-in access.  The fee for reinstatement is the greater of $75 or 10% of monthly module fees.


Additional Terms

·  XAmplifier reserves rights to all services and concepts it currently offers the marketplace and will develop during Agreement. Our methodologies are unique and are protected by current trade secret and intellectual property laws in the State of Illinois.

·  In the event that the parties are unable to resolve any differences or disputes to their mutual satisfaction, the parties hereto irrevocably agree that, subject to XAmplifier's election to the contrary, all actions or proceedings in any way, manner or respect, arising out of or from or related to this Agreement shall be litigated only in courts having sites within Chicago, Illinois.Each party hereby consents and submits to the jurisdiction of any local, state or federal court located within Chicago, Illinois, and hereby waives any right it may have to transfer or change the venue of any such litigation.

·  The Parties agree that in the event either Party brings litigation and/or mediation and/or arbitration to enforce the terms of this Agreement, the prevailing Party shall be entitled to all costs incurred, including, but not limited to, reasonable attorney’s fees and court costs incurred at both the trial and appellate levels, in addition to any other award or decree granted or given by the court, from the non-prevailing Party.

·  Each party acknowledges that any payment made by Client to XAmplifier hereunder is payment for general marketing and administrative services to be performed by XAmplifier.

·  It is XAmplifier's policy to respect the confidentiality of its client Practices / businesses. Consistent with this understanding, both parties will hold confidential from outside parties details of this Agreement or Client's marketing efforts (e.g., terms, pricing, budget, specific techniques).

·   XAmplifier and Client represent that they will conduct their activities on behalf of Client in compliance with all applicable laws and regulations and consistent with the highest professional standards.

·   Client and XAmplifier agree that contact information provided by Client is property of Client. XAmplifier agrees that such contact information is to be treated as proprietary information of Client, and will not be shared with any other third party entity. In the event of termination of Client's association with XAmplifier, XAmplifier will deliver to Client any proprietary information in XAmplifier's possession.

·   XAmplifier has the right to anonymize data from contact information such as converting personally identifiable information into aggregated data. Anonymized data is data that can no longer be associated with an individual.

·   XAmplifier reserves the right to maintain ownership of data enrichments that may be applied to information provided by the Client. Data enrichment is defined as merging third-party data from XAmplifiers proprietary source with Client's existing database of first-party customer data. More broadly, data enrichment refers to processes XAmplifier may use to enhance, refine, or otherwise improve Client's raw data for improved results. It encompases XAmplifier's strategy and process needed to improve existing databases that are essential in making data a valuable asset.